Cubic Announces Launch of Secondary Public Offering by Selling Shareholders
14 May 2013 - 6:01AM
Business Wire
Cubic Corporation (NYSE: CUB) announced today that it has
launched a secondary underwritten public offering of 2,400,000
shares of its common stock pursuant to a registration statement on
Form S-1 filed with the Securities and Exchange Commission (SEC).
All of such shares will be offered and sold by certain shareholders
of Cubic, which shareholders are comprised of trusts created by
Cubic’s founder, Walter J. Zable, who passed away in 2012, and the
selling shareholders will receive all of the net proceeds from such
offering. The selling shareholders intend to grant the underwriters
an option for 30 days to purchase up to 360,000 additional shares.
Cubic will not sell any shares in the offering.
J.P. Morgan Securities LLC and Credit Suisse Securities (USA)
LLC are acting as joint book-running managers of the offering.
Raymond James & Associates, Inc., BB&T Capital Markets, a
division of BB&T Securities, LLC, Canaccord Genuity Inc.,
Needham & Company, LLC, RBC Capital Markets, LLC, Imperial
Capital, LLC and The Benchmark Company, LLC are acting as
co-managers of the offering.
The offering will be made by the selling shareholders only by
means of a prospectus. When available, copies of the preliminary
prospectus relating to the offering may be obtained from J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717 (telephone:
866-803-9204) or Credit Suisse Securities (USA) LLC, Attention:
Prospectus Department, One Madison Avenue, New York, New York 10010
(telephone: 800-221-1037).
A registration statement relating to these securities has been
filed with the SEC, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. The
registration statement may be accessed through the SEC's website at
edgar.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any offer or
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction.
This press release contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995, that involve risks and
uncertainties, including statements related to the proposed
secondary public offering. These forward-looking statements are
based upon Cubic’s current expectations. Actual results or outcomes
may differ materially from those expressed in any forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with market conditions as they relate to the proposed offering and
other risks detailed in Cubic’s filings with the SEC, and investors
should not place undue reliance on any forward-looking statements.
In addition, any forward-looking statement speaks only as of the
date on which it is made, and Cubic undertakes no obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events, except as required
by law.
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